UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from               to
 Commission file number 001-32548
 NeuStar, Inc.
  Delaware
    
    52-2141938(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 46000 Center Oak Plaza
Sterling, Virginia 20166
 (571) 434-5400
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filero
    
    Non-accelerated filer   o(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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NeuStar, Inc.
Index
 PART I FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Consolidated Balance Sheets as of December 31, 2008 and June 30, 2009 (unaudited)
    
    
    3Unaudited Consolidated Statements of Operations for the three and six months ended June
30, 2008 and 2009
    
    
    5Unaudited Consolidated Statements of Cash Flows for the six months ended June
30, 2008 and 2009
    
    
    6Notes to Unaudited Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    30Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    46Item 4. Controls and Procedures
    
    
    46PART II OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    48Item 1A. Risk Factors
    
    
    48Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    48Item 3. Defaults upon Senior Securities
    
    
    48Item 4. Submission of Matters to a Vote of Security Holders
    
    
    49Item 5. Other Information
    
    
    49Item 6. Exhibits
    
    
    50Signatures
    
    
    52EX-10.1.3EX-10.2.2EX-10.2.3EX-10.3.3EX-10.4EX-10.5.1EX-10.6.1EX-10.7.2EX-10.29EX-10.36EX-10.56EX-10.57EX-10.99EX-31.1EX-31.2EX-32.1
  2




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##### 



PART I FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 NEUSTAR, INC.
 
 CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)
 December 31,
    
    
    June 30,2008
    
    
    2009(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    150,829
    
    
    $
    219,193Restricted cash
    
    
    496
    
    
    
    477Short-term investments
    
    
    10,824
    
    
    
    48,354Accounts receivable, net of allowance for
doubtful accounts of $1,209 and
$1,542 respectively
    
    
    71,805
    
    
    
    63,563Unbilled receivables
    
    
    830
    
    
    
    344Notes receivable
    
    
    759
    
    
    
    Prepaid expenses and other current assets
    
    
    8,928
    
    
    
    9,989Deferred costs
    
    
    8,518
    
    
    
    7,770Income taxes receivable
    
    
    4,621
    
    
    
    2,138Deferred tax assets
    
    
    11,079
    
    
    
    10,589Total current assets
    
    
    268,689
    
    
    
    362,417Investments, long-term
    
    
    40,506
    
    
    
    Property and equipment, net
    
    
    64,160
    
    
    
    67,037Goodwill
    
    
    118,067
    
    
    
    118,417Intangible assets, net
    
    
    16,594
    
    
    
    12,383Deferred costs, long-term
    
    
    3,333
    
    
    
    2,194Deferred tax assets, long-term
    
    
    4,244
    
    
    
    5,042Other assets
    
    
    3,573
    
    
    
    4,013Total assets
    
    $
    519,166
    
    
    $
    571,503
 See accompanying notes.
 3




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##### 



NEUSTAR, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
 December 31,
    
    
    June 30,2008
    
    
    2009(unaudited)LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    6,901
    
    
    $
    6,332Accrued expenses
    
    
    52,202
    
    
    
    45,064Deferred revenue
    
    
    32,530
    
    
    
    38,398Notes payable
    
    
    2,587
    
    
    
    2,650Capital lease obligations
    
    
    7,536
    
    
    
    8,176Accrued restructuring reserve
    
    
    1,867
    
    
    
    595Other liabilities
    
    
    430
    
    
    
    460Total current liabilities
    
    
    104,053
    
    
    
    101,675Deferred revenue, long-term
    
    
    11,657
    
    
    
    9,737Notes payable, long-term
    
    
    1,777
    
    
    
    Capital lease obligations, long-term
    
    
    10,156
    
    
    
    8,858Accrued restructuring reserve, long-term
    
    
    1,589
    
    
    
    1,264Other liabilities, long-term
    
    
    3,281
    
    
    
    4,090Total liabilities
    
    
    132,513
    
    
    
    125,624Commitments and contingencies
    
    
    
    
    
    
    Stockholders equity:Preferred stock, $0.001 par value;
100,000,000 shares authorized; no shares
issued and outstanding as of December 31,
2008 and June 30, 2009
    
    
    
    
    
    
    Class A common stock, par value $0.001;
200,000,000 shares authorized; 78,925,222
and 79,298,377 shares issued and
outstanding at December 31, 2008 and June
30, 2009, respectively
    
    
    79
    
    
    
    79Class B common stock, par value $0.001;
100,000,000 shares authorized; 4,538
shares issued and outstanding at December
31, 2008 and June 30, 2009, respectively
    
    
    
    
    
    
    Additional paid-in capital
    
    
    321,528
    
    
    
    331,657Treasury stock, 4,949,771 and 4,958,572
shares at December 31, 2008 and June 30,
2009, respectively, at cost
    
    
    (128,403
    )
    
    
    (128,536
    )Accumulated other comprehensive loss
    
    
    (879
    )
    
    
    (468
    )Retained earnings
    
    
    194,328
    
    
    
    243,147Total stockholders equity
    
    
    386,653
    
    
    
    445,879Total liabilities and stockholders equity
    
    $
    519,166
    
    
    $
    571,503
 See accompanying notes.
 4




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##### 



NEUSTAR, INC.
 
 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Revenue:Addressing
    
    $
    32,268
    
    
    $
    31,527
    
    
    $
    62,429
    
    
    $
    64,018Interoperability
    
    
    16,551
    
    
    
    13,889
    
    
    
    32,991
    
    
    
    28,196Infrastructure and other
    
    
    71,390
    
    
    
    70,348
    
    
    
    142,202
    
    
    
    136,738Total revenue
    
    
    120,209
    
    
    
    115,764
    
    
    
    237,622
    
    
    
    228,952Operating expense:Cost of revenue (excluding depreciation
and amortization shown separately
below)
    
    
    26,811
    
    
    
    28,336
    
    
    
    51,300
    
    
    
    56,179Sales and marketing
    
    
    20,219
    
    
    
    19,239
    
    
    
    38,943
    
    
    
    38,746Research and development
    
    
    7,754
    
    
    
    4,514
    
    
    
    15,302
    
    
    
    8,827General and administrative
    
    
    15,151
    
    
    
    14,301
    
    
    
    31,633
    
    
    
    27,802Depreciation and amortization
    
    
    10,286
    
    
    
    9,332
    
    
    
    20,406
    
    
    
    18,577Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    29,021
    
    
    
    80,221
    
    
    
    75,722
    
    
    
    186,605
    
    
    
    150,131Income from operations
    
    
    39,988
    
    
    
    40,042
    
    
    
    51,017
    
    
    
    78,821Other (expense) income:Interest and other expense
    
    
    (2,866
    )
    
    
    (427
    )
    
    
    (3,324
    )
    
    
    (1,651
    )Interest and other income
    
    
    1,233
    
    
    
    724
    
    
    
    2,841
    
    
    
    3,183Income before income taxes
    
    
    38,355
    
    
    
    40,339
    
    
    
    50,534
    
    
    
    80,353Provision for income taxes
    
    
    15,499
    
    
    
    15,873
    
    
    
    32,138
    
    
    
    31,534Net income
    
    $
    22,856
    
    
    $
    24,466
    
    
    $
    18,396
    
    
    $
    48,819Net income per common share:Basic
    
    $
    0.31
    
    
    $
    0.33
    
    
    $
    0.25
    
    
    $
    0.66Diluted
    
    $
    0.30
    
    
    $
    0.32
    
    
    $
    0.24
    
    
    $
    0.65Weighted average common shares outstanding:Basic
    
    
    73,214
    
    
    
    74,314
    
    
    
    74,799
    
    
    
    74,225Diluted
    
    
    75,112
    
    
    
    75,427
    
    
    
    77,159
    
    
    
    75,359
 See accompanying notes.
 5




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##### 



NEUSTAR, INC.
 
 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)
 Six Months EndedJune 30,2008
    
    
    2009Operating activities:Net income
    
    $
    18,396
    
    
    $
    48,819Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    20,406
    
    
    
    18,577Stock-based compensation
    
    
    8,894
    
    
    
    8,241Amortization of deferred financing costs
    
    
    86
    
    
    
    84Excess tax benefits from stock-based compensation
    
    
    (2,147
    )
    
    
    (483
    )Deferred income taxes
    
    
    2,526
    
    
    
    (68
    )Impairment of goodwill
    
    
    29,021
    
    
    
    Provision for doubtful accounts
    
    
    1,213
    
    
    
    1,439Other-than-temporary loss on available-for-sale investments
    
    
    2,086
    
    
    
    Gain on available-for-sale investments and trading securities
    
    
    
    
    
    
    (491
    )Gain on auction rate securities rights
    
    
    
    
    
    
    (464
    )Changes in operating assets and liabilities, net of acquisitions:Accounts receivable
    
    
    7,035
    
    
    
    6,049Unbilled receivables
    
    
    (659
    )
    
    
    486Notes receivable
    
    
    1,058
    
    
    
    759Prepaid expenses and other current assets
    
    
    (958
    )
    
    
    (1,061
    )Deferred costs
    
    
    (983
    )
    
    
    1,887Income taxes receivable
    
    
    (8,278
    )
    
    
    2,966Other assets
    
    
    955
    
    
    
    (383
    )Other liabilities
    
    
    1,326
    
    
    
    488Accounts payable and accrued expenses
    
    
    (6,315
    )
    
    
    (6,953
    )Income taxes payable
    
    
    (3,254
    )
    
    
    Accrued restructuring reserve
    
    
    (205
    )
    
    
    (1,597
    )Deferred revenue
    
    
    (3,448
    )
    
    
    3,948Net cash provided by operating activities
    
    
    66,755
    
    
    
    82,243Investing activities:Purchases of property and equipment
    
    
    (16,634
    )
    
    
    (12,683
    )Sales of investments, net
    
    
    32,893
    
    
    
    4,298Business acquired, net of cash
    
    
    (13,755
    )
    
    
    Net cash provided by (used in) investing activities
    
    
    2,504
    
    
    
    (8,385
    )Financing activities:(Disbursement) reduction of restricted cash
    
    
    (69
    )
    
    
    19Principal repayments on notes payable
    
    
    (1,670
    )
    
    
    (1,714
    )Principal repayments on capital lease obligations
    
    
    (2,383
    )
    
    
    (5,217
    )Proceeds from exercise of common stock options
    
    
    5,557
    
    
    
    1,405Excess tax benefits from stock-based compensation
    
    
    2,147
    
    
    
    483Repurchase of restricted stock awards
    
    
    (185
    )
    
    
    (133
    )Repurchase of common stock
    
    
    (124,855
    )
    
    
    Net cash used in financing activities
    
    
    (121,458
    )
    
    
    (5,157
    )Effect of foreign exchange rates on cash and cash equivalents
    
    
    435
    
    
    
    (337
    )Net (decrease) increase in cash and cash equivalents
    
    
    (51,764
    )
    
    
    68,364Cash and cash equivalents at beginning of period
    
    
    98,630
    
    
    
    150,829Cash and cash equivalents at end of period
    
    $
    46,866
    
    
    $
    219,193
 See accompanying notes.
 6




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##### 



NEUSTAR, INC.
 
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2009
 1. DESCRIPTION OF BUSINESS AND ORGANIZATION
   
    
    Addressing.The Company enables CSPs and enterprises to use critical, shared addressing
resources, such as telephone numbers, Internet top-level domain names, and U.S. Common
Short Codes.
    
    Interoperability.The Company enables CSPs to exchange and share critical operating
data so that communications originating on one providers network can be delivered and
received on the network of another CSP. The Company also facilitates order management and
work flow processing among CSPs.
    
    Infrastructure and Other.The Company enables CSPs to more efficiently manage their
networks by centrally managing certain critical data they use to route communications over
their own networks.
 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Unaudited Interim Financial Information
  7




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Subsequent Events
 Reclassification
  Use of Estimates
   Accounting for the Impairment or Disposal of Long-Lived
Assets
  8




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Fair Value of Financial Instruments
 Disclosures about Fair Value
of Financial Instruments The Fair Value
Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement
No. 115
  December 31, 2008
    
    June 30, 2009(unaudited)Carrying
    
    
    
    
    
    CarryingAmount
    
    Fair Value
    
    Amount
    
    Fair ValueCash and cash equivalents
    
    $
    150,829
    
    
    $
    150,829
    
    
    $
    219,193
    
    
    $
    219,193Restricted cash (current assets)
    
    $
    496
    
    
    $
    496
    
    
    $
    477
    
    
    $
    477Short-term investments
    
    $
    10,824
    
    
    $
    10,824
    
    
    $
    48,354
    
    
    $
    48,354Investments, long-term
    
    $
    40,506
    
    
    $
    40,506
    
    
    $
    
    
    
    $
    Marketable securities
(long-term other assets)
    
    $
    268
    
    
    $
    268
    
    
    $
    1,112
    
    
    $
    1,112Deferred compensation
(long-term other liabilities)
    
    $
    284
    
    
    $
    284
    
    
    $
    1,122
    
    
    $
    1,122Notes payable, long-term
    
    $
    1,777
    
    
    $
    1,777
    
    
    $
    
    
    
    $
    
 Investments
   9




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Recognition and Presentation of Other-Than-Temporary Impairments
 Accounting for Certain
Investments in Debt and Equity Securities
 Goodwill
 Goodwill and
Other Intangible Assets
  Identifiable Intangible Assets
  10




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Years
    
    MethodAcquired technologies
    
    
    3 to 5
    
    
    Straight-lineCustomer lists and relationships
    
    
    3 to 7
    
    
    VariousTrade name
    
    
    3
    
    
    Straight-line
  Impairment of Long-Lived Assets
   Revenue Recognition
 Revenue Recognition
 Significant Contracts
  11




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
     Addressing
   12




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Interoperability
 Recognition 
  Infrastructure and Other
  13




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Service Level Standards
  Cost of Revenue and Deferred Costs
   Stock-Based Compensation
 Share-Based Payment
 Basic and Diluted Net Income per Common Share
 Determining Whether Instruments Granted in Share-Based
Payment Transactions are Participating Securities Earnings Per Share.
  14




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Income Taxes
 Accounting for Income
Taxes .
  Accounting for Uncertainty in Income Taxesan interpretation of
FASB Statement No. 109 i.e.
 Foreign Currency
   Comprehensive Income
  15




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Net income
    
    $
    22,856
    
    
    $
    24,466
    
    
    $
    18,396
    
    
    $
    48,819Unrealized loss / gain
on available-for-sale
securities
    
    
    811
    
    
    
    385
    
    
    
    (835
    )
    
    
    453Accumulated translation
adjustments
    
    
    215
    
    
    
    549
    
    
    
    248
    
    
    
    (41
    )Total comprehensive income
    
    $
    23,882
    
    
    $
    25,400
    
    
    $
    17,809
    
    
    $
    49,231
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2009
    
    2008
    
    2009Tax (provision) benefit:Unrealized
loss/gain on
available-for-sale
securities
    
    $
    (526
    )
    
    $
    (54
    )
    
    $
    542
    
    
    $
    (55
    )Accumulated
translation
adjustments
    
    $
    (79
    )
    
    $
    (326
    )
    
    $
    (188
    )
    
    $
    296
 Recent Accounting Pronouncements
 Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies Business Combinations
 The FASB Accounting Standards
Codification TM and the Hierarchy of Generally Accepted Accounting Principles,
a replacement of FASB Statement No. 162
 Amendments to FASB Interpretation No. 46(R) Consolidation of Variable
Interest Entities  An Interpretation of ARB No. 51
 16




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  3. INVESTMENTS
  December 31, 2008Amortized
    
    
    Gross Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueCash reserve fund
    
    $
    10,824
    
    
    $
    3⁄4
    
    
    $
    3⁄4
    
    
    $
    10,824
 June 30, 2009Amortized
    
    
    Gross Unrealized
    
    
    EstimatedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueCash reserve fund
    
    $
    6,721
    
    
    $
    367
    
    
    $
    3⁄4
    
    
    $
    7,088
     17




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Accounting for Certain Investments in Debt and Equity Securities .
   4. FAIR VALUE MEASUREMENTS
 Fair Value Measurements Effective Date of FASB Statement No. 157
 
    
    Level 1. Observable inputs, such as quoted prices in active markets;
    
    Level 2. Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly; and
    
    Level 3. Unobservable inputs in which there is little or no market data, which require
the reporting entity to develop its own assumptions.
  18




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Level 1
    
    Level 2
    
    Level 3
    
    TotalCash reserve
fund  available-for-sale
securities (short-term
investments)
    
    $
    
    
    
    $
    
    
    
    $
    7,088
    
    
    $
    7,088Auction rate
securities  trading securities
(short-term investments)
    
    
    
    
    
    
    
    
    
    
    31,386
    
    
    
    31,386Auction rate
securities rights (short-term
investments)
    
    
    
    
    
    
    
    
    
    
    9,880
    
    
    
    9,880Marketable securities (1)
    
    
    1,112
    
    
    
    
    
    
    
    
    
    
    
    1,112Deferred compensation (2)
    
    
    1,122
    
    
    
    
    
    
    
    
    
    
    
    1,122
 
 (1)
    
    In June 2008, the Company established the NeuStar, Inc. Deferred Compensation Plan (the
Plan) to provide directors and certain employees with the ability to defer a portion of
their compensation. The assets of the Plan are invested in marketable securities that are
held in a Rabbi Trust and reported at market value in other assets.(2)
    
    Obligations to pay benefits under the Plan are included in other long-term liabilities.  Cash Reserve
    
    
    Auction RateFund
    
    
    Securities
    
    
    ARS RightsBalance on December 31, 2008
    
    $
    10,824
    
    
    $
    31,090
    
    
    $
    9,416Transfers in and/or (out) of Level 3
    
    
    
    
    
    
    
    
    
    
    Total gains (losses) realized / unrealized
included in earnings
    
    
    45
    
    
    
    446
    
    
    
    464Total unrealized gains included in accumulated
other comprehensive loss
    
    
    367
    
    
    
    
    
    
    
    Purchases, sales, issuances and settlements, net
    
    
    (4,148
    )
    
    
    (150
    )
    
    
    Balance on June 30, 2009
    
    $
    7,088
    
    
    $
    31,386
    
    
    $
    9,880
    19




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##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  5. ACQUISITION
 Webmetrics, Inc.
 Business Combinations,
  6. GOODWILL AND INTANGIBLE ASSETS
  Clearinghouse
    
    
    NGMServices
    
    
    Services
    
    
    TotalBalance at December 31, 2007
    
    $
    88,148
    
    
    $
    115,945
    
    
    $
    204,093Acquisitions
    
    
    6,379
    
    
    
    
    
    
    
    6,379Purchase price adjustments
    
    
    840
    
    
    
    
    
    
    
    840Impairment charge
    
    
    
    
    
    
    (29,021
    )
    
    
    (29,021
    )Balance at June 30, 2008
    
    $
    95,367
    
    
    $
    86,924
    
    
    $
    182,291
  Clearinghouse
    
    
    NGMServices
    
    
    Services
    
    
    TotalBalance at December 31, 2008
    
    $
    95,724
    
    
    $
    22,343
    
    
    $
    118,067Acquisitions
    
    
    
    
    
    
    
    
    
    
    Purchase price adjustments
    
    
    350
    
    
    
    
    
    
    
    350Impairment charge
    
    
    
    
    
    
    
    
    
    
    Balance at June 30, 2009
    
    $
    96,074
    
    
    $
    22,343
    
    
    $
    118,417
  20




---



##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   Weighted-AverageAmortizationDecember 31,
    
    
    June 30,
    
    
    Period2008
    
    
    2009
    
    
    (In Years)(unaudited)
    
    
    (unaudited)Intangible assets:Customer lists and relationships
    
    $
    36,659
    
    
    $
    36,659
    
    
    
    5.6Accumulated amortization
    
    
    (24,196
    )
    
    
    (26,831
    )Customer lists and relationships, net
    
    
    12,463
    
    
    
    9,828Acquired technology
    
    
    17,744
    
    
    
    17,744
    
    
    
    3.3Accumulated amortization
    
    
    (13,633
    )
    
    
    (15,189
    )Acquired technology, net
    
    
    4,111
    
    
    
    2,555Trade name
    
    
    200
    
    
    
    200
    
    
    
    3.0Accumulated amortization
    
    
    (180
    )
    
    
    (200
    )Trade name, net
    
    
    20
    
    
    
    Intangible assets, net
    
    $
    16,594
    
    
    $
    12,383
  7. NOTES PAYABLE
   21




---



##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   8. STOCKHOLDERS EQUITY
 Stock-Based Compensation
   Stock Options
   Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2009
    
    2008
    
    2009Dividend yield
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00
    %Expected volatility
    
    
    35.82
    %
    
    
    42.71
    %
    
    
    35.82
    %
    
    
    44.01
    %Risk-free interest rate
    
    
    2.56
    %
    
    
    1.68
    %
    
    
    2.56
    %
    
    
    1.50
    %Expected life of options (in years)
    
    
    4.37
    
    
    
    4.42
    
    
    
    4.37
    
    
    
    4.42
  22




---



##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
     Weighted-AverageShares
    
    Exercise PriceOutstanding at December 31, 2008
    
    
    4,660,565
    
    
    $
    20.15Options granted
    
    
    1,828,119
    
    
    
    16.10Options exercised
    
    
    (311,720
    )
    
    
    4.51Options canceled
    
    
    (350,576
    )
    
    
    27.47Outstanding at June 30, 2009
    
    
    5,826,388
    
    
    
    19.28Exercisable at June 30, 2009
    
    
    2,837,547
    
    
    $
    17.99
   Restricted Stock
  Weighted-AverageGrant DateShares
    
    Fair ValueOutstanding December 31, 2008
    
    
    260,298
    
    
    $
    25.50Granted
    
    
    89,300
    
    
    
    18.50Vested
    
    
    (29,903
    )
    
    
    28.16Forfeited
    
    
    (27,865
    )
    
    
    27.68Outstanding June 30, 2009
    
    
    291,830
    
    
    $
    22.88
  23




---



##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Performance Vested Stock Units
  Weighted-AverageGrant DateShares
    
    Fair ValueNon-vested December 31, 2008
    
    
    413,143
    
    
    $
    28.98Granted
    
    
    524,473
    
    
    
    15.46Vested
    
    
    
    
    
    
    Forfeited
    
    
    (70,840
    )
    
    
    25.11Non-vested June 30, 2009
    
    
    866,776
    
    
    $
    21.11
   Restricted Stock Units
  Weighted-AverageGrant DateShares
    
    Fair ValueOutstanding December 31, 2008
    
    
    110,599
    
    
    $
    26.21Granted
    
    
    
    
    
    
    Vested
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Outstanding June 30, 2009
    
    
    110,599
    
    
    $
    26.21
  24




---



##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   Treasury Stock
   9. BASIC AND DILUTED NET INCOME PER COMMON SHARE
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Computation on basic net income per
common share:Net income
    
    $
    22,856
    
    
    $
    24,466
    
    
    $
    18,396
    
    
    $
    48,819Weighted average common shares and
participating securities
outstanding  basic
    
    
    73,214
    
    
    
    74,314
    
    
    
    74,799
    
    
    
    74,225Basic net income per common share
    
    $
    0.31
    
    
    $
    0.33
    
    
    $
    0.25
    
    
    $
    0.66Computation on diluted net income per
common share:Net income
    
    $
    22,856
    
    
    $
    24,466
    
    
    $
    18,396
    
    
    $
    48,819Weighted average common shares and
participating securities
outstanding  basic
    
    
    73,214
    
    
    
    74,314
    
    
    
    74,799
    
    
    
    74,225Effect of dilutive securities:Stock-based awards
    
    
    1,898
    
    
    
    1,113
    
    
    
    2,360
    
    
    
    1,134Weighted average common shares
outstanding  diluted
    
    
    75,112
    
    
    
    75,427
    
    
    
    77,159
    
    
    
    75,359Diluted net income per common share
    
    $
    0.30
    
    
    $
    0.32
    
    
    $
    0.24
    
    
    $
    0.65
  25




---



##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2009
    
    2008
    
    2009Shares excluded from EPS denominator due to anti-dilutive effect:Common stock options
    
    
    3,340
    
    
    
    4,152
    
    
    
    3,089
    
    
    
    4,134
 10. SEGMENT INFORMATION
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Revenue:Clearinghouse
    
    $
    116,879
    
    
    $
    112,690
    
    
    $
    230,430
    
    
    $
    222,405NGM
    
    
    3,330
    
    
    
    3,074
    
    
    
    7,192
    
    
    
    6,547Total revenue
    
    $
    120,209
    
    
    $
    115,764
    
    
    $
    237,622
    
    
    $
    228,952Depreciation and amortization:Clearinghouse
    
    $
    7,336
    
    
    $
    7,490
    
    
    $
    14,740
    
    
    $
    14,920NGM
    
    
    2,950
    
    
    
    1,842
    
    
    
    5,666
    
    
    
    3,657Total depreciation and amortization
    
    $
    10,286
    
    
    $
    9,332
    
    
    $
    20,406
    
    
    $
    18,577Income (loss) from operations:Clearinghouse
    
    $
    51,559
    
    
    $
    46,459
    
    
    $
    101,960
    
    
    $
    89,603NGM
    
    
    (11,571
    )
    
    
    (6,417
    )
    
    
    (50,943
    )
    
    
    (10,782
    )Income (loss) from operations
    
    $
    39,988
    
    
    $
    40,042
    
    
    $
    51,017
    
    
    $
    78,821
 26




---



##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  December 31,
    
    
    June 30,2008
    
    
    2009Total assets:Clearinghouse
    
    $
    458,689
    
    
    $
    514,835NGM
    
    
    60,477
    
    
    
    56,668Total assets
    
    $
    519,166
    
    
    $
    571,503Goodwill:Clearinghouse
    
    $
    95,724
    
    
    $
    96,074NGM
    
    
    22,343
    
    
    
    22,343Goodwill
    
    $
    118,067
    
    
    $
    118,417Intangible assets:Clearinghouse
    
    $
    13,552
    
    
    $
    10,380NGM
    
    
    3,042
    
    
    
    2,003Intangible assets
    
    $
    16,594
    
    
    $
    12,383
 11. RESTRUCTURING CHARGES
   27




---



##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 12. OTHER (EXPENSE) INCOME
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008
    
    
    2009Interest and other expense:Interest expense
    
    $
    439
    
    
    $
    849
    
    
    $
    881
    
    
    $
    1,199(Gain) loss on asset disposals
    
    
    (9
    )
    
    
    3
    
    
    
    (46
    )
    
    
    206Foreign currency transaction
loss (gain)
    
    
    148
    
    
    
    (425
    )
    
    
    (39
    )
    
    
    (164
    )Impairments and realized losses
cash reserve fund
    
    
    971
    
    
    
    
    
    
    
    1,211
    
    
    
    Impairments and trading losses
auction rate securities
    
    
    1,317
    
    
    
    
    
    
    
    1,317
    
    
    
    410Total
    
    $
    2,866
    
    
    $
    427
    
    
    $
    3,324
    
    
    $
    1,651Interest and other income:Interest income
    
    $
    1,233
    
    
    $
    249
    
    
    $
    2,841
    
    
    $
    638(Loss) gain on auction rate
securities rights
    
    
    
    
    
    
    (422
    )
    
    
    
    
    
    
    464Realized gains cash reserve fund
    
    
    
    
    
    
    41
    
    
    
    
    
    
    
    45Trading gains auction rate
securities
    
    
    
    
    
    
    856
    
    
    
    
    
    
    
    856Gain on indemnification claims
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,180Total
    
    $
    1,233
    
    
    $
    724
    
    
    $
    2,841
    
    
    $
    3,183
  13. INCOME TAXES
    28




---



##### 



NEUSTAR, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   29




---



##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements
  Overview
     30




---



##### 



Critical Accounting Policies and Estimates
  Revenue Recognition
 Revenue Recognition
 Significant Contracts
  31




---



##### 



Addressing
    Interoperability
  32




---



##### 



Infrastructure and Other
  Service Level Standards
   Restructuring
  33




---



##### 



Goodwill
 Goodwill and Other
Intangible Assets
     34




---



##### 



Impairment of Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived Assets
  Investments
  35




---



##### 



The Fair Value Option
for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115, Accounting for Certain Investments in Debt and
Equity Securities
  Income Taxes
   36




---



##### 



Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109 i.e.
  Stock-Based Compensation
 Share-Based Payments, Share-Based Payment,
   37




---



##### 



38




---



##### 



Consolidated Results of Operations
 Three Months Ended June 30, 2008 Compared to Three Months Ended June 30, 2009
  Three Months Ended
    
    
    Three Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008 vs. 2009$
    
    
    $
    
    
    $ Change
    
    
    % Change(unaudited)(in thousands, except per share data)Revenue:Addressing
    
    $
    32,268
    
    
    $
    31,527
    
    
    $
    (741
    )
    
    
    (2.3
    )%Interoperability
    
    
    16,551
    
    
    
    13,889
    
    
    
    (2,662
    )
    
    
    (16.1
    )Infrastructure and other
    
    
    71,390
    
    
    
    70,348
    
    
    
    (1,042
    )
    
    
    (1.5
    )Total revenue
    
    
    120,209
    
    
    
    115,764
    
    
    
    (4,445
    )
    
    
    (3.7
    )Operating expense:Cost of revenue (excluding
depreciation and
amortization shown
separately below)
    
    
    26,811
    
    
    
    28,336
    
    
    
    1,525
    
    
    
    5.7Sales and marketing
    
    
    20,219
    
    
    
    19,239
    
    
    
    (980
    )
    
    
    (4.8
    )Research and development
    
    
    7,754
    
    
    
    4,514
    
    
    
    (3,240
    )
    
    
    (41.8
    )General and administrative
    
    
    15,151
    
    
    
    14,301
    
    
    
    (850
    )
    
    
    (5.6
    )Depreciation and amortization
    
    
    10,286
    
    
    
    9,332
    
    
    
    (954
    )
    
    
    (9.3
    )80,221
    
    
    
    75,722
    
    
    
    (4,499
    )
    
    
    (5.6
    )Income from operations
    
    
    39,988
    
    
    
    40,042
    
    
    
    54
    
    
    
    0.1Other (expense) income:Interest and other expense
    
    
    (2,866
    )
    
    
    (427
    )
    
    
    2,439
    
    
    
    (85.1
    )Interest and other income
    
    
    1,233
    
    
    
    724
    
    
    
    (509
    )
    
    
    (41.3
    )Income before income taxes
    
    
    38,355
    
    
    
    40,339
    
    
    
    1,984
    
    
    
    5.2Provision for income taxes
    
    
    15,499
    
    
    
    15,873
    
    
    
    374
    
    
    
    2.4Net income
    
    $
    22,856
    
    
    $
    24,466
    
    
    $
    1,610
    
    
    
    7.0Net income per common share:Basic
    
    $
    0.31
    
    
    $
    0.33Diluted
    
    $
    0.30
    
    
    $
    0.32Weighted average common shares
outstanding:Basic
    
    
    73,214
    
    
    
    74,314Diluted
    
    
    75,112
    
    
    
    75,427
 39




---



##### 



Revenue
 Total revenue.
 Addressing.
 Interoperability.
 Infrastructure and other.
 Expense
 Cost of revenue.
 Sales and marketing.
 Research and development.
 40




---



##### 



General and administrative.
 Depreciation and amortization.
 Interest and other expense
 Interest and other income
 Provision for income taxes
 41




---



##### 



Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2009
  Six Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2009
    
    
    2008 vs. 2009$
    
    
    $
    
    
    $ Change
    
    
    % Change(unaudited)(in thousands, except per share data)Revenue:Addressing
    
    $
    62,429
    
    
    $
    64,018
    
    
    $
    1,589
    
    
    
    2.5
    %Interoperability
    
    
    32,991
    
    
    
    28,196
    
    
    
    (4,795
    )
    
    
    (14.5
    )Infrastructure and other
    
    
    142,202
    
    
    
    136,738
    
    
    
    (5,464
    )
    
    
    (3.8
    )Total revenue
    
    
    237,622
    
    
    
    228,952
    
    
    
    (8,670
    )
    
    
    (3.6
    )Operating expense:Cost of revenue (excluding
depreciation and
amortization shown
separately below)
    
    
    51,300
    
    
    
    56,179
    
    
    
    4,879
    
    
    
    9.5Sales and marketing
    
    
    38,943
    
    
    
    38,746
    
    
    
    (197
    )
    
    
    (0.5
    )Research and development
    
    
    15,302
    
    
    
    8,827
    
    
    
    (6,475
    )
    
    
    (42.3
    )General and administrative
    
    
    31,633
    
    
    
    27,802
    
    
    
    (3,831
    )
    
    
    (12.1
    )Depreciation and amortization
    
    
    20,406
    
    
    
    18,577
    
    
    
    (1,829
    )
    
    
    (9.0
    )Impairment of goodwill
    
    
    29,021
    
    
    
    
    
    
    
    (29,021
    )
    
    
    (100.0
    )186,605
    
    
    
    150,131
    
    
    
    (36,474
    )
    
    
    (19.5
    )Income from operations
    
    
    51,017
    
    
    
    78,821
    
    
    
    27,804
    
    
    
    54.5Other (expense) income:Interest and other expense
    
    
    (3,324
    )
    
    
    (1,651
    )
    
    
    1,673
    
    
    
    (50.3
    )Interest and other income
    
    
    2,841
    
    
    
    3,183
    
    
    
    342
    
    
    
    12.0Income before income taxes
    
    
    50,534
    
    
    
    80,353
    
    
    
    29,819
    
    
    
    59.0Provision for income taxes
    
    
    32,138
    
    
    
    31,534
    
    
    
    (604
    )
    
    
    (1.9
    )Net income
    
    $
    18,396
    
    
    $
    48,819
    
    
    $
    30,423
    
    
    
    165.4Net income per common share:Basic
    
    $
    0.25
    
    
    $
    0.66Diluted
    
    $
    0.24
    
    
    $
    0.65Weighted average common shares
outstanding:Basic
    
    
    74,799
    
    
    
    74,225Diluted
    
    
    77,159
    
    
    
    75,359
 42




---



##### 



Revenue
 Total revenue.
 Addressing.
 Interoperability.
 Infrastructure and other.
 Expense
 Cost of revenue.
 Sales and marketing.
 Research and development.
 43




---



##### 



General and administrative.
 Depreciation and amortization.
 Impairment of goodwill.
 Interest and other expense
 Interest and other income
 Provision for income taxes
 44




---



##### 



Liquidity and Capital Resources
     Discussion of Cash Flows
 Cash flows from operations
  Cash flows from investing
  Cash flows from financing
  45




---



##### 



Recent Accounting Pronouncements
 Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies Business Combinations
 The FASB Accounting Standards
Codification TM and the Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162
 Amendments to FASB Interpretation No. 46(R) Consolidation of
Variable Interest Entities  An Interpretation of ARB No. 51
 Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  46




---



##### 



47




---



##### 



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Maximum Number(or ApproximateTotal
    
    
    
    
    
    Total Number of
    
    Dollar Value) ofNumber of
    
    
    
    
    
    Shares Purchased
    
    Shares that MayShares
    
    Average
    
    as Part of Publicly
    
    Yet Be PurchasedPurchased
    
    Price Paid
    
    Announced Plans
    
    Under the Plans orMonth
    
    (1)
    
    per Share
    
    or Programs
    
    ProgramsApril 1 through April 30, 2009
    
    
    1,727
    
    
    $
    18.93
    
    
    
    
    
    
    $
    May 1 through May 31, 2009
    
    
    815
    
    
    
    18.90
    
    
    
    
    
    
    
    June 1 through June 30, 2009
    
    
    625
    
    
    
    21.80
    
    
    
    
    
    
    
    Total
    
    
    3,167
    
    
    $
    19.49
    
    
    
    
    
    
    $
    
 
 (1).
    
    The number of shares purchased consists of shares of common stock tendered by employees to us
to satisfy the employees tax withholding obligations arising as a result of vesting of restricted
stock grants under our stock incentive plan. We purchased these shares for their fair market value
on the vesting date. None of these share purchases were part of a publicly announced program to
purchase our common stock. 
 Item 3. Defaults upon Senior Securities
  48




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##### 



Item 4. Submission of Matters to a Vote of Security Holders
     Election of DirectorsNominee
    
    For*
    
    Withheld*Ross K. Ireland
    
    
    69,968,597
    
    
    
    1,419,241Paul A. Lacouture
    
    
    69,461,561
    
    
    
    1,926,277Michael J. Rowny
    
    
    70,501,038
    
    
    
    886,800
 For*
    
    Against*
    
    Abstain*Ratification of
appointment of Ernst &
Young LLP as
independent registered
public accounting firm
for the fiscal year
ended December 31,
2009
    
    
    70,634,592
    
    
    
    733,414
    
    
    
    19,832
 Broker Non-For*
    
    Against*
    
    Abstain*
    
    Votes*Approval of the
NeuStar, Inc. 2009
Performance
Achievement Reward
Plan
    
    
    63,784,866
    
    
    
    1,942,600
    
    
    
    177,211
    
    
    
    5,483,070
 Broker Non-For*
    
    Against*
    
    Abstain*
    
    Votes*Approval of the
NeuStar, Inc. 2009
Stock Incentive Plan
    
    
    58,551,471
    
    
    
    7,139,770
    
    
    
    213,527
    
    
    
    5,483,070
 
 *
    
    The votes cast are an aggregate of votes cast by the holders of our Class A common stock and
Class B common stock, which voted together as a single class on the matters presented for
stockholder approval at our 2009 Annual Meeting of Stockholders. 
 Item 5. Other Information
  49




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##### 



Item 6. Exhibits
 Exhibit No.
    
    Description3.1
    
    
    Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1 to
Amendment No. 7 to NeuStars Registration Statement on Form S-1, filed June 28, 2005 (File
No. 333-123635).3.2
    
    
    Amended and Restated Bylaws, incorporated herein by reference to Exhibit 3.2 to NeuStars
Current Report on Form 8-K, filed September 16, 2008.10.1.3
    
    
    Amendments to the contractor services agreement by and between NeuStar, Inc. and North
American Portability Management LLC.10.2.2
    
    
    Amendment to the contractor services agreement between Canadian LNP Consortium Inc. and
NeuStar, Inc., as amended.10.2.3
    
    
    Amendment to the contractor services agreement between Canadian LNP Consortium Inc. and
NeuStar, Inc., as amended.**10.3.3
    
    

Amendment
to the National Thousands-Block Pooling Administration agreement awarded to NeuStar, Inc. by the
Federal Communications Commission.10.4
    
    
    North American Numbering Plan Administrator agreement awarded to NeuStar, Inc.
by the Federal Communications Commission, effective July 8, 2009.10.5.1
    
    
    Amendment to .us Top-Level Domain Registry Management and Coordination agreement awarded to
NeuStar, Inc. by the National Institute of Standards and Technology on behalf of the
Department of Commerce on October 18, 2007.**10.6.1
    
    
    Amendment to Registry Agreement by and between the Internet Corporation for Assigned Names
and Numbers and NeuStar, Inc.10.7.2
    
    
    Amendment to Amended and Restated Common Short Code License Agreement by and between the
Cellular Telecommunications and Internet Association and NeuStar, Inc.10.29
    
    
    Executive Relocation Policy. 10.36
    
    
    Form of Directors Restricted Stock Unit Agreement. 10.56
    
    
    Letter Agreement, dated January 29, 2008, by and between NeuStar, Inc. and Larry Bouman.10.57
    
    
    Restricted Stock Agreement between NeuStar, Inc. and Larry Bouman, dated January 18, 2008. 10.58
    
    
    NeuStar, Inc. 2009 Stock Incentive Plan, incorporated by reference from Exhibit 99.1 to
NeuStars Current Report on Form 8-K, filed April 13, 2009 (File No. 001-32548). 10.59
    
    
    Amended and Restated Office Lease, dated May 29, 2009, by and between Merritt-LT1, LLC and
NeuStar, Inc., incorporated by reference from Exhibit 99.1 to NeuStars Current Report on
Form 8-K, filed June 2, 2009 (File No. 001-32548).10.60
    
    
    Amended and Restated Office Lease, dated May 29, 2009, by and between Merritt-LT1, LLC and
NeuStar, Inc., incorporated by reference from Exhibit 99.2 to NeuStars Current Report on
Form 8-K, filed June 2, 2009 (File No. 001-32548).10.99
    
    
    Amendment to North American Numbering Plan Administrator agreement awarded to NeuStar, Inc.
by the Federal Communications Commission.
 50




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##### 



Exhibit No.
    
    Description31.1
    
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.31.2
    
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.32.1
    
    
    Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
 
 **
    
    Confidential treatment requested.
    
    Compensatory arrangement. 51




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##### 



SIGNATURES
  NeuStar, Inc.Date: August 4, 2009
    By:
    /s/ Paul S. LalljiePaul S. LalljieChief Financial Officer
(Principal Financial and Accounting Officer

and Duly Authorized Officer) 52




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##### 



EXHIBIT INDEX
 Exhibit No.
    
    Description3.1
    
    
    Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1 to
Amendment No. 7 to NeuStars Registration Statement on Form S-1, filed June 28, 2005 (File
No. 333-123635).3.2
    
    
    Amended and Restated Bylaws, incorporated herein by reference to Exhibit 3.2 to NeuStars
Current Report on Form 8-K, filed September 16, 2008.10.1.3
    
    
    Amendment to the contractor services agreement by and between NeuStar, Inc. and North
American Portability Management LLC.10.2.2
    
    
    Amendment to the contractor services agreement between Canadian LNP Consortium Inc. and
NeuStar, Inc., as amended.10.2.3
    
    
    Amendment to the contractor services agreement between Canadian LNP Consortium Inc. and
NeuStar, Inc., as amended.**10.3.3
    
    
    Amendment
to the National Thousands-Block Pooling Administration agreement awarded to NeuStar, Inc. by the
Federal Communications Commission.10.4
    
    
    North American Numbering Plan Administrator agreement awarded to NeuStar, Inc.
by the Federal Communications Commission, effective July 8, 2009.10.5.1
    
    
    Amendment to .us Top-Level Domain Registry Management and Coordination agreement awarded to
NeuStar, Inc. by the National Institute of Standards and Technology on behalf of the
Department of Commerce on October 18, 2007.**10.6.1
    
    
    Amendment to Registry Agreement by and between the Internet Corporation for Assigned Names
and Numbers and NeuStar, Inc.10.7.2
    
    
    Amendment to Amended and Restated Common Short Code License Agreement by and between the
Cellular Telecommunications and Internet Association and NeuStar, Inc.10.29
    
    
    Executive Relocation Policy. 10.36
    
    
    Form of Directors Restricted Stock Unit Agreement. 10.56
    
    
    Letter Agreement, dated January 29, 2008, by and between NeuStar, Inc. and Larry Bouman.10.57
    
    
    Restricted Stock Agreement between NeuStar, Inc. and Larry Bouman, dated January 18, 2008. 10.58
    
    
    NeuStar, Inc. 2009 Stock Incentive Plan, incorporated by reference from Exhibit 99.1 to
NeuStars Current Report on Form 8-K, filed April 13, 2009 (File No. 001-32548). 10.59
    
    
    Amended and Restated Office Lease, dated May 29, 2009, by and between Merritt-LT1, LLC and
NeuStar, Inc., incorporated by reference from Exhibit 99.1 to NeuStars Current Report on
Form 8-K, filed June 2, 2009 (File No. 001-32548).10.60
    
    
    Amended and Restated Office Lease, dated May 29, 2009, by and between Merritt-LT1, LLC and
NeuStar, Inc., incorporated by reference from Exhibit 99.2 to NeuStars Current Report on
Form 8-K, filed June 2, 2009 (File No. 001-32548).10.99
    
    
    Amendment to North American Numbering Plan Administrator agreement awarded to NeuStar, Inc.
by the Federal Communications Commission.




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##### 



Exhibit No.
    
    Description31.1
    
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.31.2
    
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.32.1
    
    
    Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
 
 **
    
    Confidential treatment requested.
    
    Compensatory arrangement.